Anteon prices tender offer for 12% notes

New York, Dec. 17 - Anteon International Corp. (B2/B-) said that it had set the consideration it will pay to the holders of its 12% senior subordinated notes due 2009 under its previously announced tender offer for the notes and related consent solicitation.

Total consideration is $1,110.95 per $1,000 principal amount of notes tendered and accepted for payment, which includes accrued and unpaid interest up to, but not including, the payment date. Assuming a payment date of Dec. 23, the accrued and unpaid interest will be $12.67 per $1,000 principal amount. Total consideration also includes a $20 per $1,000 principal amount consent payment for those holders who validly tendered (and did not subsequently withdraw) their notes and thus gave their consent to desired indenture agreements by the now-expired Dec. 5 consent deadline. Holders tendering their notes after the deadline will receive the total consideration figure, including the accrued interest but minus the consent payment, or $1,090.95 per $1,000 principal amount.

As previously announced, Anteon, a Fairfax, Va. -based information technology and systems engineering and integration company, said on Nov. 20 that it had begun a tender offer for all of its $75 million of outstanding 12% notes, and was also seeking noteholder consents to proposed indenture changes aimed at eliminating substantially all of the restrictive covenants and certain events of default under the notes' indenture, and for certain other amendments.

It set a now-expired consent deadline of 5 p.m. ET on Dec. 5 and set 12 a.m. ET on Dec. 19 as the expiration deadline, subject to possible extension.

Anteon said that under the terms of the tender offer, the consideration to be paid for the notes would be calculated on the third business day before the tender offer expiration deadline, based on a formula using a 100 basis point fixed spread over the yield of the 3.25% U.S. Treasury note due May 31, 2004. The total would include a consent payment of $20 per $1,000 principal amount for those notes tendered by the consent deadline (the holders thus consenting to the desired indenture changes). Holders tendering after the consent deadline would receive the tender offer consideration, but not the consent payment.

Closing of the tender offer is subject to: (i) the closing by Anteon of certain amendments to its existing credit facility, the proceeds of which will be used in part to pay the consideration for the tender offer and consent solicitation; (ii) the receipt of the required consents from the holders of notes; and (iii) other customary conditions.

On Dec. 8, Anteon announced that it had received a sufficient number of consents to the proposed indenture changes by the consent deadline and had executed and delivered a supplemental indenture incorporating the desired amendments. However, it said that these would only become operative when all validly tendered notes were purchased under the terms of the tender offer.

Credit Suisse First Boston LLC is the dealer-manager and solicitation agent for the tender offer and consent solicitation (call the Liability Management Group at 800 820-1653 or 212 538-4807). D.F. King & Co., Inc. is the information agent (212 269-5550 or 888 644-6071).

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